Mink Ventures Signs Definitive Agreement to Acquire an 80% Interest in the Montcalm Ni-Cu-Co Project

Mink Ventures Signs Definitive Agreement to Acquire an 80% Interest in the Montcalm Ni-Cu-Co Project

Mink Ventures Corporation (TSXV: MINK.P) ("Mink" or the "Company") is pleased to announce that, further to its news release of June 27, 2022, it has entered into a definitive option and joint venture agreement dated August 10, 2022 (the "Definitive Agreement") with Voltage Metals Corp. (CSE: VOLT) ("Voltage"). Pursuant to the Definitive Agreement, Mink has been granted an option to acquire (the "Transaction") an 80% interest in the Montcalm Ni-Cu-Co project (the "Montcalm Project"). The Montcalm Project covers 38.8 sq. km and is located adjacent to Glencore's past producing Montcalm Mine, which had historical production of approximately 3.9 million tonnes grading 1.25% Ni, 0.67% Cu and 0.051% Co (Ontario Geological Survey, Atkinson, 2011) The Montcalm project is located 60 km northwest of Timmins, Ontario and has excellent access and infrastructure. The Transaction is intended to be Mink's "Qualifying Transaction" for purposes of the TSX Venture Exchange's Capital Pool Company program.

Terms of the Definitive Agreement:

Pursuant to the Definitive Agreement, Mink may acquire an 80% undivided interest in the Montcalm project from Voltage by, among other things, making the following cash payments, share issuances and minimum work expenditures:

Part 1:

  • Pay $25,000 to Voltage on or before the date on which the TSX Venture Exchange (the "Exchange") issues its bulletin in respect of the Qualifying Transaction (the "Calculation Start Date");
  • Issue 800,000 common shares in the capital of Mink to Voltage on or immediately prior to the Calculation Start Date; and
  • Incur a minimum of $300,000 in work expenditures on the Property on or before April 10, 2023.

Part 2:

  • Pay $25,000 to Voltage on or before the first anniversary of the Calculation Start Date;
  • Issue 800,000 common shares in the capital of Mink to Voltage on or before the first anniversary of the Calculation Start Date; and
  • Incur a minimum of $300,000 in work expenditures on the Property on or before April 10, 2024.

Mink may accelerate and carry forward any of the cash payments, share issuances or work expenditures. Upon full exercise of the option, Mink shall assume responsibility for payment of the aggregate 1.25% net smelter returns royalty to the extent of its relative ownership interest in the Montcalm project.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance.

The Qualifying Transaction, if completed, is an Arm's Length Qualifying Transaction. No Shareholder approval is required to complete the Qualifying Transaction.

Private Placement:

Mink proposes to complete a private placement raising not less than $1,000,000 (the "Private Placement") to fund the phase one work program on the Montcalm project and general and administrative operating expenses. The Company intends to issue a further press release announcing the terms of the Private Placement.

Highlights of the Montcalm Project:

  • 38.8 sq. km claim block adjacent to Montcalm Ni-Cu-Co Mine (historical production of approximately 3.9 million tonnes grading 1.25% Ni, 0.67% Cu and 0.051% Co (Ontario Geological Survey, Atkinson, 2011) with mine host geology (Montcalm Gabbro Complex "MGC") extending on to Mink's property.
  • Mink's holdings cover ~ 66% of the gabbro zone component of the MGC shown in blue in the accompanying Figure 2. The gabbro zone is the primary host of the Montcalm Mine. Other significant features include the megabreccia zone known to host anomalous nickel and copper mineralization designated Unit 4 in Figure 2.
  • There are a number of drill ready targets to be tested.
  • Some of the higher priority VTEM targets and ground IP targets that remain to be tested are within or proximal to a prospective target area designated the "Hook Zone" located within the gabbro zone of MGC.
  • A large portion of the southern section of the property has not been tested with airborne VTEM, which is capable of detecting deeper conductive zones between 350-400 meters below surface, well beyond the +- 200-meter capability of historical surveys. Known deposits at the adjacent mine were present well below the 200-meter elevation.

Future Exploration Plans which are subject to the completion and recommendations of an NI 43-101 report, which is currently underway, include:

  • An airborne VTEM survey and airborne gravity survey in the southern part of the property to complement existing surveys;
  • Maxwell Plate analysis of all VTEM data;
  • Further ground induced polarization (IP) surveys over priority Hook Target VTEM anomalies and magnetic anomalies;
  • Ground prospecting and sampling;
  • Secure permits for a diamond drill program

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Figure 1. Property Location

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Figure 2

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Mr. Kevin Filo, P.Geo. (Ontario), Corporate Secretary and a director of the Company, is a qualified person within the meaning of National Instrument 43-101. Mr. Filo approved the technical data disclosed in this release.

About Mink Ventures Corporation:
Mink Ventures Corporation is a Capital Pool Company that is focused on identifying and evaluating businesses and assets with a view to completing a Qualifying Transaction. The Company has 8,367,500 shares outstanding.

About Voltage Metals Corp:
Voltage is a mineral exploration company with a highly experienced team focused on nickel and other battery metals exploration in the Canadian provinces of Ontario and Newfoundland. The Company looks to create shareholder value by aggregating and exploring projects that possess sound geology and brand-new discovery potential. Voltage has a deep roster of management and key stakeholders, who are expert in the essential resource trifecta of exploration, operations and finance. 

For further information about Mink Ventures Corporation please visit www.minkventures.com or contact Natasha Dixon, President & CEO, T: 250-882-5620 E ndixon@minkventures.com.

Forward-Looking Statements
This press release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future business and operations of Mink. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, general business, economic, competitive, political and social uncertainties; and the delay or failure to receive applicable Board or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Mink disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/133557

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CSE Bulletin: Suspension - Voltage Metals Corp.

CSE Bulletin: Suspension - Voltage Metals Corp.

 

Effective immediately, Voltage Metals Corp. is suspended pursuant to CSE Policy 3. The suspension is considered a Regulatory Halt as defined in National Instrument 23-101 Trading Rules. A cease trade order has been issued by the Ontario Securities Commission.

 

For more information about Cease Trade Orders, visit the Canadian Securities Administrators Cease Trade Order database at www.securities-administrators.ca.

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Voltage Metals Corp. Announces Personnel Change and Status Update on Outstanding Filings

Voltage Metals Corp. Announces Personnel Change and Status Update on Outstanding Filings

 
 

Voltage Metals Corp. ("Voltage" or the "Company") (CSE: VOLT) (OTC: VLTMF) is pleased to announce that Alice Margulies, CA, CPA, has been appointed as the Company's interim CFO effective June 8, 2023 bringing her professional expertise in junior mining audit.  Ms. Margulies takes over from Nickolas Mah whose resignation as CFO was effective the day prior.

 
 

  Voltage Metals Logo (CNW Group/Voltage Metals Corp.) 

 

The Company further announces that in consultation with Ms. Margulies and its auditors, it has revised the expected date for filing its outstanding annual financial statements, management's discussion and analysis and the required certifications (the "Issuer Statements") to July 31, 2023 .

 

As was previously announced on May 5, 2023 , the Company's application for a temporary management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"), made on April 18, 2023 , was granted by the Ontario Securities Commission ("OSC") effective May 2 , 2023.

 

Said application for an MCTO was made on the basis that the Company was unable to file the Issuer Statements on or before the prescribed filing deadline of May 1 , 2023.  The Company underwent a business combination transaction in its last financial year (the completion of which was previously announced on March 11, 2022 ), adding to the complexity of the audit of the Issuer Statements and contributing to the filing delay.  The Company's recent change of auditors has also contributed to the delay.

 

The MCTO prohibits trading in securities of the Company by its CEO and CFO until the Issuer Statements are filed and the MCTO is lifted.  While the MCTO remains in effect, the general public will continue to be able to trade in the Company's listed securities.  By its terms, the MCTO will be revoked two business days following the receipt by the OSC of all filings the Company is required to make under Ontario securities law, or further order of the OSC.

 

The Company confirms that it will satisfy the provisions of the alternative information guidelines set out under Sections 9 and 10 of NP 12-203 until the Issuer Statements are filed.

 

   About Voltage Metals   

 

Voltage is a critical metals exploration and development company focused on Canadian projects near existing or past-producing mines.

 

   Forward Looking Statements   

 

This press release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and U.S. securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by management. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information. There can be no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward- looking information for anything other than its intended purpose. Management of the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

 
 
 

SOURCE Voltage Metals Corp.

 

 

 

 Cision View original content to download multimedia: https://www.newswire.ca/en/releases/archive/June2023/25/c4098.html  

 
 

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Voltage Metals Corp. Announces Approval of Application for Management Cease Trade Order

Voltage Metals Corp. Announces Approval of Application for Management Cease Trade Order

 
 

Voltage Metals Corp. ("Voltage" or the "Company") (CSE: VOLT) (OTC: VLTMF) announces that its application for a temporary management cease trade order ("MCTO") under National Policy 12-203 Management Cease Trade Orders ("NP 12-203") was granted by the Ontario Securities Commission effective May 2, 2023 .

 
 

  Voltage Metals Logo (CNW Group/Voltage Metals Corp.) 

 

As previously announced on April 18, 2023 , the Company applied for the MCTO on the basis that it would be unable to file its annual financial statements, management's discussion and analysis and the required certifications (the "Issuer Statements") on or before the prescribed filing deadline of May 1, 2023 .

 

The Company underwent a business combination transaction in its last financial year (the completion of which was previously announced on March 11, 2022 ), adding to the complexity of the audit of the Issuer Statements and contributing to the filing delay.  The Company's recent change of auditors has also contributed to the delay.

 

The MCTO prohibits trading in securities of the Company by its CEO and CFO until the Issuer Statements are filed and the MCTO is lifted.  While the MCTO remains in effect, the general public will continue to be able to trade in the Company's listed securities.

 

The Company expects to have the audit of the Issuer Statements completed no later than June 30, 2023.

 

The Company confirms that it will satisfy the provisions of the alternative information guidelines set out under Sections 9 and 10 of NP 12-203 until the Issuer Statements are filed.

 
   About Voltage Metals   
 

Voltage is a critical metals exploration and development company focused on Canadian projects near existing or past-producing mines.

 
   Forward Looking Statements   
 

This press release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and U.S. securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by management. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information. There can be no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward- looking information for anything other than its intended purpose. Management of the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

 
 
 

SOURCE Voltage Metals Corp.

 

 

 

 Cision View original content to download multimedia: https://www.newswire.ca/en/releases/archive/May2023/05/c0450.html  

 
 

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Voltage Metals Corp. Announces Change to Board of Directors and Management

Voltage Metals Corp. Announces Change to Board of Directors and Management

 
 

Voltage Metals Corp. ("Voltage" or the "Company") (CSE: VOLT) (OTC: VLTMF) announces that Clayton Fisher formerly a director and president of the Company, has resigned effective March 1, 2023 . The Company wishes him well in his future endeavours.

 
 

  Voltage Metals Logo (CNW Group/Voltage Metals Corp.) 

 
   About Voltage Metals   
 

Voltage is a critical metals exploration and development company focused on Canadian projects near existing or past-producing mines.

 
   Forward Looking Statements   
 

This press release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and U.S. securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by management. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information. There can be no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward- looking information for anything other than its intended purpose. Management of the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

 

 
 

SOURCE Voltage Metals Corp.

 

 

 

 Cision View original content to download multimedia: https://www.newswire.ca/en/releases/archive/April2023/27/c5467.html  

 
 

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Voltage Metals Corp. Announces Application for Management Cease Trade Order

Voltage Metals Corp. Announces Application for Management Cease Trade Order

 
 

Voltage Metals Corp. ("Voltage" or the "Company") (CSE: VOLT) (OTC: VLTMF) announces that on April 13, 2023 it applied to the Ontario Securities Commission as principal regulator, and its additional regulators, for approval of a temporary management cease trade order ("MCTO") under National Policy 12-203 Management Cease Trade Orders ("NP 12-203").  The Company did so in anticipation that it would be unable to file its annual financial statements, management's discussion and analysis and the required certifications (the "Issuer Statements" ) on or before the prescribed filing deadline of May 1, 2023 .

 
 

  Voltage Metals logo (CNW Group/Voltage Metals Corp.) 

 

If granted, the MCTO will prohibit trading in securities of the Company by its CEO and CFO and certain other insiders until the Issuer Statements are filed and the MCTO is lifted.

 

The issuance of an MCTO will generally not affect the ability of persons who are not or have not been management of the Company to trade in its securities.

 

The Company underwent a business combination transaction in its last financial year (the completion of which was previously announced on March 11, 2022 ), adding to the complexity of the audit of the Issuer Statements and contributing to the filing delay.  The Company's recent change of auditors has also contributed to the delay.

 

The Company expects to have the audit of the Issuer Statements completed no later than June 30, 2023.

 

The Company confirms that it will satisfy the provisions of the alternative information guidelines set out under Sections 9 and 10 of NP 12-203 until the Issuer Statements are filed.

 
   About Voltage Metals   
 

Voltage is a critical metals exploration and development company focused on Canadian projects near existing or past-producing mines.

 
   Forward Looking Statements   
 

This press release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and U.S. securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by management. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information. There can be no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward- looking information for anything other than its intended purpose. Management of the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

 
 
 

SOURCE Voltage Metals Corp.

 

 

 

 Cision View original content to download multimedia: https://www.newswire.ca/en/releases/archive/April2023/18/c3990.html  

 
 

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[VIDEO ENHANCED] Prismo Metals Options Two High-Grade Silver-Gold Mines in the Arizona Copper Belt - Immediate Exploration Planned

[VIDEO ENHANCED] Prismo Metals Options Two High-Grade Silver-Gold Mines in the Arizona Copper Belt - Immediate Exploration Planned

 

(TheNewswire)

 
       
  Prismo Metals Inc. 
                
 

Vancouver, British Columbia, July 3rd, 2025 TheNewswire - Prismo Metals Inc. (the " Company ") (CSE: PRIZ) (OTCQB: PMOMF) is pleased to announce that it has signed option agreements to acquire 100% interest in two historic high-grade precious and base metal mines — the Silver King and Ripsey mines — both located in Arizona's prolific Copper Belt near its flagship Hot Breccia project.

 

Additional information on the Silver King and Ripsey mines as well as Prismo's other projects (Hot Breccia and Palos Verdes) is available on Prismo's Youtube channel at:   

  

 

  Exceptional Grades and Untapped Potential  

 

Discovered in 1875, the Silver King mine is one of Arizona's most important historic producers, yielding nearly 6 million ounces of silver at grades of up to 61 oz/t. Remarkably, selected samples from small-scale production in the late 1990s returned grades as high as 644 oz/t silver (18,250 g/t) and 0.53 oz/t gold (15 g/t), indicating that high-grade mineralization remains. Additionally, the presence of freibergite (AgCuSbS) suggests a potential for antimony, a critical mineral with growing strategic demand.

 

The Ripsey mine, located 20 km west of Hot Breccia, is also an historic gold-silver-copper producer with significant upside. Historic sampling has returned up to 15.85 g/t gold and 276 g/t silver, yet no modern exploration has been conducted.

 

  Strategic Location — World-Class Neighbors  

 

The Silver King mine sits only 3 km from the main shaft of the Resolution Copper project — a joint venture between Rio Tinto and BHP and one of the world's largest unmined copper deposits with an estimated copper resource of 1.787 billion metric tonnes at an average grade of 1.5% copper (1) . This unique land position is fully surrounded by Resolution Copper's claim block, offering strategic upside.

 

"The Silver King and Ripsey mine projects are exciting additions to our Arizona portfolio. We see an opportunity to create near term value through immediate exploration on a historic high-grade silver producer with antimony potential that has seen limited modern exploration by drilling both laterally and at depth into a prospective source formation, said Gordon Aldcorn, President of Prismo. "We look forward to getting our exploration team back in the field, advancing our exciting projects and revitalizing investor interest in the Company."

 

The Silver King mine was discovered in 1875 and produced ore with as much as 10,000 ounces per ton silver in near surface workings (2) . Underground production through 1889 is estimated at almost 6 million ounces of silver at grades of between 61 and 21 ounces per ton. During a second period of production from 1918 to 1928, 230,000 ounces were produced at a grade of 18.7 ounces per ton.  No significant production has occurred after 1928.

 

The orebody at Silver King is a steeply west-dipping pipelike stockwork and breccia zone that was mined on eight levels to about 300 meters depth below a glory hole at the surface. The pipe is described as a dense stockwork with local breccia zones and a quartz core (3) .  Records indicate that due to variations in mineralogy, much of the upper portion of the body was evidently not mined. The current owners (the " Optionor ") rehabilitated the main shaft in the late 1990s, opened the upper levels of the mine and produced a small tonnage. Assay certificates from this period show selected samples with 400 to 600 ounces per ton silver with 0.2-0.5 oz/t gold and some base metals. Virtually no modern exploration has been carried out at the mine providing significant exploration upside and multiple drill targets.

 

The Ripsey mine is a historic gold-silver-copper producer located about 20 km west of the Hot Breccia project. Historic mine workings consisting of tunnels and shafts on several levels were developed along a vein over about 400 meters of strike length and 160 meters vertically. A small tonnage of mineral was produced by the Optionor in the late 1990's. Sampling by Dr. Craig Gibson from the mine workings has yielded 15.9 g/t gold and 275 g/t silver over 0.75 meters and 8.7 g/t gold, 181 g/t silver, 3% copper and 9% zinc over 1 meter. No modern exploration has been carried out at the project, providing significant exploration upside and multiple drill targets.

 

The Company plans to conduct a detailed mapping and sampling program at both projects at surface exposures and in accessible workings.  A drill program is planned for Silver King, with about 1,000 meters initially. The Silver King drill program is designed to test the mineralized body at four elevations as well as lateral to the pipelike body. De-watering of the Silver King shaft to gain access to the upper levels may also be undertaken as submersible pumps are in place.

 

"This is a fabulous opportunity for the Company. Both projects are high-grade and are easily accessible and may be associated with porphyry copper mineralization. We also look forward to evaluating the potential for antimony at Silver King. We're excited to begin exploration immediately to test the Silver King's pipelike mineralized body at multiple depths and laterally," said Dr. Craig Gibson , Chief Exploration Officer. "This region is world-class for porphyry systems and base and precious metals, and we believe these mines have significant untapped potential."

 

    
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Location of the Company's projects withing the Arizona Copper Belt

 

    
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Land map of the Silver King mine.

 

    
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Drone view of the Silver King mine.

 

     

 

The Silver King mine in the late 1800's.

 

    
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Small scale mining in the upper levels of the Silver King mine in the late 1990's.

 

  Deal description  

 

Prismo has the option to acquire a 100% interest in both the Silver King and Ripsey mines. Prismo can earn a 100% interest in the Ripsey mine by issuing one million shares to the Optionor, paying the Optionor US $10,000 within six months of the signing of the option agreement (the " Effective Date "), US $10,000 on each anniversary of the Effective Date and US $1 million to the Optionor within five years of the Effective Date. Prismo does not have minimum work commitments as part of the Ripsey option agreement.

 

Regarding the Silver King mine, Prismo can acquire a 100% interest in three stages. Prismo must issue one million shares to the Optionor, pay the Optionor US $10,000 within six months of the Effective Date, and US $10,000 on each anniversary of the Effective Date. To earn a first 50% interest, Prismo must incur no less than US $500,000 in expenditures on or before the first anniversary of the Effective Date, incur no less than an additional US $2.5 million expenditures on or before the third anniversary of the Effective Date and issue to the Optionor two million shares. Prismo can acquire an additional 30% interest by incurring no less than an additional US $3 million in expenditures, paying the Optionor US $1 million and issuing to the Optionor two million shares before the fifth anniversary of the Effective Date. Prismo can elect to form a joint venture at anytime after earning it initial 50% interest. The option agreement and joint venture agreement terms and conditions contain standard buyout and dilution terms regarding the final 20% interest.

 

  Private Placement  

 

Prismo is also pleased to announce a non-brokered private placement (the " Private Placement ") of five million units of the Company (" Units ") at an issue price of $0.05 per Unit for minimum gross proceeds of $250,000. Each Unit will consist of one common share in the capital of the Company (a " Share ") and one-half of one common share purchase warrant of the Company (each whole warrant, a " Warrant "). Each Warrant will entitle the holder to purchase one Share for a period of twenty-four (24) months from the date of issue at an exercise price of $0.10.

 

The Private Placement will also be made available to existing shareholders of the Company who, as of the close of business on July 1st, 2025, held Shares (and who continue to hold such Shares as of the closing date of the Private Placement), pursuant to the existing securityholder exemption set out in BC Instrument 45-534 – Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders (the " Existing Securityholder Exemption "). The Existing Securityholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Securityholder Exemption exceeding the maximum amount of the Private Placement, the Company intends to adjust the subscriptions received on a pro-rata basis.

 

The Units issued pursuant to the Private Placement and the Existing Securityholder Exemption will be subject to a four-month hold period from the closing date of the Private Placement under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.  

 

  The Company intends to use the net proceeds of the Private Placement for general corporate purposes. The Company may pay finder's fees to eligible finders in connection with the Private   Placement, subject to compliance with applicable securities laws and Canadian Securities Exchange policies.  

 

  The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.  

 

  Debt Settlements  

 

  Prismo also announces that it has entered into debt settlement agreements (the "   Settlement Agreements   ") with certain creditors of the Company (the "   Creditors   ") pursuant to which the Company agreed to issue to the Creditors, and the Creditors agreed to accept, an aggregate of 160,000  shares of the Company (each, a "   Share   ") in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $11,000 (the "   Debt Settlement   ").   All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months from the date of issuance, in accordance with applicable policies of the Canadian Securities Exchange.  

 

  Share and Warrants Issuance  

 

  A private company dealing at arms' length with Prismo, its officers and directors, had certain rights into the Silver King and Ripsey mines ("   PrivateCo   "). In consideration for PrivateCo relinquishing its rights in the Silver King and Ripsey mines in favor of the Company, Prismo has agreed, subject to regulatory approval, to issue PrivateCo five million units (the "   Units   "). Each Unit is comprised of one common share (a "   Share   ") and one share purchase warrant (a "   Warrant   "). The Shares will become free trading as to 25% every six months from the Effective Date. Two million of the Warrants will be exercisable at $0.10 ("   First Tranche   ") and three million Warrants will be exercisable at $0.15 ("   Second Tranche   "), all for a period of three years. The shares from the exercise of the Warrants will become free trading as to 25% every six months from the Effective Date. In addition, the exercise of the First Tranche is conditional on Prismo having raised $1.5 million from parties introduced to Prismo by the principals of PrivateCo and the exercise of the Second Tranche is conditional on Prismo having raised $3.0 million from parties introduced to Prismo by the principals of PrivateCo.  

 

  Qualified Person  

 

   Dr. Craig Gibson, PhD., CPG., a Qualified Person as defined by NI-43-01 regulations and Chief Exploration Officer and a director of the Company, has reviewed and approved the technical disclosures in this news release. Other than the sampling conducted by Dr. Craig Gibson as indicated herein, the data presented in this press release was obtained from public sources, should be considered incomplete and is not qualified under NI 43-101, but is believed to be accurate. The Company has not verified the historical data presented and it cannot be relied upon, and it is being used solely to aid in exploration plans.   

 

  1)     https://resolutioncopper.com/about-us/    

 

  2)   Galbraith, F, 1935, Geology of the Silver King area, Superior, Arizona, Univ. of Arizona thesis, 153p plus plates.  

 

  3)   Blake, W.P., 1883, Description of the Silver King Mine, Arizona, New Haven, 48p plus plates.  

 

  About Prismo Metals Inc.  

 

  Prismo (CSE: PRIZ) is a mining exploration company focused on advancing its Hot Breccia copper project in Arizona and its Palos Verdes silver project in Mexico.  

 

  Please follow @PrismoMetals on   ,   ,   ,    Instagram    , and  

 

  Prismo Metals Inc. ,   1100 - 1111 Melville St., Vancouver, British Columbia V6E 3V6  

 

  Contact:  

 

  Alain Lambert, Chief Executive Officer    alain.lambert@prismometals.com   

 

  Gordon Aldcorn, President    gordon.aldcorn@prismometals.com   

 

  Cautionary Note Regarding Forward-Looking Information  

 

  This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the timing, costs and results of drilling at Hot Breccia.  

 

  These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: delays in obtaining or failure to obtain appropriate funding to finance the exploration program at Silver King and Ripsey. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the ability to raise capital to fund exploration and the timing of such exploration.  

 

  Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-   looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.  

 

  NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
 

 

Copyright (c) 2025 TheNewswire - All rights reserved.

 

 

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